assignment代写 COMPARISON OF BUSINESS ORGANISATIONS

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    • COMPARISON OF BUSINESS
    ORGANISATIONS
    TYPES OF COMPANIES
    CONSEQUENCES OF
    REGISTRATION
    1

    assignment代写 COMPARISON OF BUSINESS ORGANISATIONS
    Business organisations and agency
    • Partnerships and companies contract through agents.
    • Partners can be agents of the partnership; directors
    agents of the company
    • In most cases agents will have actual authority.
    • If no authority then ostensible authority may apply.
    2
    Associations
    • Not for profit for members.
    • Types:
    1. Unincorporated (> 2 members)
     liability to outsiders uncertain
    2. Incorporated (> 5 members)
     Registered
     members liability limited
     association can be sued
    3
    Sole Trader
    • This is where one person owns the business.
    • They take profits and bear losses.
    • Unlimited personal liability applies.
    • Minimal formalities .
    4
    Partnership
    • Relevant statute is the Partnership
    Act.
    • Each state of Australia has a P/ship Act.
    • The P/ship Act determines the
    obligations of the partners to each other
    and to outsiders
    5
    Partnership
    • A partnership exists where 2 or more carry on
    business in common with a view of profit (s.1)
    • Partners are agents of the partnership in certain
    circumstances (s.5)
    • An important factor in establishing agency is whether
    the partner is carrying out the usual partnership
    business .
    6
    Partnership
    • Partners’ liability to outsiders can be:
     Joint s.9 (contract)
     Joint and several s.12 (tort and fraud)
    • Case: Polkinghorne v Holland
    • Partners arrangements between themselves do not
    prejudice outsiders’ rights under the Partnership Act
    7
    Partnership
    • Partners have unlimited personal liability.
    • Partners may be liable to outsiders even after leaving
    the partnership (s.17, s.36)
    • Partners are fiduciaries (s.29, s.30)
    • Distinguish partnerships from joint ventures
    • Case: UDC v Brian
    8
    Comparing Business Organisations
    Liability
    Start Up
    Control
    Regulation
    Cessation
    9
    Companies - Registration
    • All companies that operate in Australia must be
    registered.
    • Companies are registered at ASIC (s117)
    • Upon registration, ASIC will issue:
     Certificate of registration ( s118)
     ACN (Australian Company Number), a 9 digit number
    • Registration process:
     www.asic.gov.au (for companies – Starting a company)
    10
    Effects of Registration
    • Following registration at ASIC, a company comes into
    existence and adopts a legal status (s119).
    • A company has perpetual succession. A company
    exists until deregistered (s601 AD).
    Shares may change hands in an existing company
    but the corporate entity continues without change of
    legal status.
    11
    Effects of Registration
    • Companies are legal individuals. They have the legal
    capacity of an individual plus ‘body corporate’ powers
    (s124).
    Issue shares (share capital);
    Issue debentures (loan capital);
    Power to acquire, hold and dispose of
    property;
    Grant a circulating security interest;
    Register as a company in a foreign
    jurisdiction;
    Capable of suing and being sued
    12
    Effects of Registration
    • As a separate legal entity, a company is distinct and
    separate, not only from other companies, but also from its
    own members and directors. (Corporate Veil)
    • Corporate Veil cases:
     Salomon v Salomon (company and its controllers)
     Macaura v Northern Assurance (company and its
    members)
     Lee v Lee’s Air Farming (company and its employee)
    13
    Effects of Registration
    • The corporate veil protects (in most cases) company
    management from liability. However, the court will lift
    the corporate veil if it is used for fraud; to avoid a
    contractual or a legal obligation; or where there is
    insolvent trading.
    • Cases:
    Gilford Motor Co Ltd v Horne (avoiding a
    contractual obligation)
    Creasey v Breachwood Motors Ltd
    (avoiding a legal obligation)
    14
    Types of Companies
    • Companies classified by:
     Member Liability
     Limited by shares (public or proprietary)
     Limited by guarantee (public only)
     No liability (public only)
     Unlimited liability (public or proprietary)
    *Companies limited by shares are the most common
    form of company.
    *In companies limited by shares shareholders’ liability
    is limited to the unpaid value of their share (s 516).
    15
    Types of Companies
     Public Status
     Public companies (Ltd)
    a. Listed (ASX)
    b. Unlisted
     Proprietary companies (Pty Ltd)
    a. Small
    b. Large
    assignment代写 COMPARISON OF BUSINESS ORGANISATIONS
    16
    Corporate Group structures
    • A subsidiary is a company controlled by
    holding or parent company. (s46)
    • Where there is 100% ownership of a
    company that company is called a
    wholly owned subsidiary.